Project Abaddon
by Puck's Favourite Girl
Summary: When Tony Stark fails to reach out to Peter Parker after managing to avoid a brawl with Steve over the Accords, SHIELD steals an opportunity. They grab it in a chokehold and refuse to let it go. But as an agent for SHIELD, nothing is as it seems and with disaster on the brink, Peter must figure out who his true allies are before it's too late. Iron dad
1. Chapter 1

**A/N PLEASE READ!**

 **This story is an AU and it takes in a universe where Captain America: The Winter Soldier never takes place.**

 **Full summary:**

 _I just wanted to be a hero. I wanted to be like you._

When Tony Stark fails to reach out to Peter Parker after managing to avoid a brawl with Steve over the Accords, SHIELD steals an opportunity. They grab it in a chokehold and refuse to let it go.

Caught in the middle of something horrible that promises to change everything and New York on the brink of ripping itself apart, Peter needs to learn who he can trust and who the real villains are before he becomes the one thing he promised he would defeat.

 _I never meant for this to happen. Mr. Stark…I'm sorry._

* * *

Tony sighs, massaging his temples in the emptiness of the conference room. This isn't going well. Isn't even on the same map of well. Tony drops his head into his hands, his elbows boring holes into his thighs. When he was younger, Jarvis would crouch down, putting both of his hands on Tony's shoulders and smile in that gentle way that made Tony ache for a father. "Always look on the brighter side of things Tony. Every cloud has a silver lining."

Nice sentiment.

Not really helpful.

Not when the negative side was his father looking at him in that special derisive way that made Tony wish he never had the audacity to be born though he never remembered asking to be. Not when the negative side was everyone in school envying him to the point of hating him. Not when Jarvis died. And there was no one left to remind him to at least try to pretend the world wasn't as dark as it always seemed to be.

Tony looks up at the ceiling. He drops back down. What was he thinking? Was he hoping Stark Tower would melt away so he could see the sky and pretend to have some sort of enlightening epiphany?

He doesn't even like the sky.

He's afraid of it.

He's afraid of the night more though.

Tony shakes the thought away. He doesn't know how to fix this. The mess the team has become. But he knows he has to. The Accords were driving the Avengers apart and this was the one thing…

It doesn't matter. What matters is that Tony has to keep them together. For all their sakes. For the world's too. He thinks about what he saw in that wormhole. The thousands upon thousands of ships looming over his home one step away from attack. He thought about how tiny their blue planet was. How defenseless. Like a newborn. Never knew it wasn't alone until suddenly aliens were falling out of the sky.

The world needs them. If it's to have any shot of surviving The Return- and they _would_ return, Tony knows they would. He knows it with a certainty that takes root in his bones and tremors in his very soul. When they come back, Earth had to be ready. And it's best- only- defenders were its best shot.

Tony's heart clenches.

There are other reasons. There has to be. More sentimental reasons. The way Natasha smiles, small and real, when Tony slides her a cup of coffee in the morning, wordless. The clutter in his lab Bruce leaves lying around after a night of breakthroughs that he'd rush through excitedly with Tony, both of them relishing that neither had to slow down. Thor's booming laughter when he watches sitcoms Tony had introduced him to on a whim. He likes The Brady Bunch, who knew. Clint, in all his goof ball glory, cracking one liners that have Tony's lip twitch. And even Cap. The great American Hero…somehow…he had become the confidante Tony wished were real when he was still a child playing around with a plastic shield and a hand-made mask.

Tony has a family. He has the love of his life (though they were on a break just then) and his best friend and his favourite security man. But being with the Avengers, that was…that was being part of a team. Of being with people like him, who had flaws to overcome and things to prove and a desire to save the world to have a chance at redemption for all the ways they went wrong. It isn't better. Just different. And Tony wants them to stay. He wants it and somehow, he's stopped being afraid of saying it. Of saying he needs anyone.

He blames Pepper.

Tony gets up, takes a breath and cocks his head up. "Hey baby girl, know where Steve is?"

FRIDAY's voice is chirpy when she replies, "Looks like he's getting ready to leave boss."

He could let him go. He could. But Tony won't. Not this time. Because if things kept going the way they were, it was going to get ugly. Fights with words becoming fights with fists and no one wanted that. No matter how much they sometimes wanted to punch each other right in the face. That's just how teams were though. You argue and you fight but it's because you want to stay together. Because you want to have the same plan. So you bicker and you nitpick because you don't want to splinter and then one day blink and realize you've drifted apart.

Tony runs.

He catches Steve just as he's about to leave his room and he can tell Steve's on guard. It's in the slight tension of his shoulders, the apprehension in his eyes. "The way you're looking at me right now," Tony starts, "it's like I'm the enemy."

Steve looks taken aback and Tony pushes more, "Look where we are right now Steve. Is this really what you want?"

"What I want is to be able to save people when they need saving without having to wait for someone else to say it's alright with them and their agenda." Steve pushes right back.

Tony sighs. "Can we sit. We need to sit because if we do one more thing, just one more thing that gets us on the news, we're toast. Do you get that? Nothing else is important right now. We need to figure out a way for us to work together and you not-" Tony stops.

Blaming isn't the way to go. In his head, he gives a nod to Pepper again. Steve was a proud guy, imply he was anything but a moral upright citizen and everything you had to say would just go right over his head. "We need to work it out. We can't just all be doing our own thing right now."

"Tony-"

"You walk out that door right now and you're saying to me that you're giving up on everything we stand for as a team." It comes out before he can really think about it but it hangs there in the air, bolded and underlined and heavy.

"I don't want to give up the Avengers." Steve says, "But I can't trust that the World Security Council is going to be able to let us do what we need to do to save lives." Steve asserts and his ideals are like glaciers that engulf his eyes.

Tony slashes his hand through the air, "That's all well and good Steve, but what we're doing right now," he gestures between them, "this is going nowhere. And it'll lead to a shit show later and we both know it. We need to resolve this now." And Tony's less imposing than Steve is, he's shorter and less brawny, but his stance is firm and he feels like a mountain, he refuses to be passed over.

Steve assesses him and something seems to deflate inside him. "Okay Tony. Let's talk."

Tony's almost sad a little, that's he's surprised by that. Steve's his team-mate, their leader most of the time. It shouldn't be strange that he'd put down his habit of barrelling through people instead of negotiating with them for him, but still. Tony's surprised anyway.

They argue for two hours. They go back and forth on the same points until Tony's parched and Steve's knuckles are white from clenching his fists so much. What finally gets him is Tony's confession, loud and accidental. "I need you guys! Is that what you want to hear? I can't do this without you." He says, quieter. Embarrassed a little, at his outburst.

It's so quiet he could hear the cars driving fifty stories down. Steve blinks, mouth parting.

"What I saw…" Tony looks away, unable to face the man whose shadow he had fought to fill his whole life, the same man who's seeing his vulnerability now, disgusting and childish, "what I saw…in that wormhole. I never told you…" he twists his lip, "how afraid I was."

Tony looks right at him. "If you saw what I saw, you'd understand what I'm trying to get across to you. We can't beat them. I spend every second of every goddamn day thinking of a way to improve our defenses, to up our offense, to make some kind of anything to give us just a _chance_ at defeating them when they come back. Because they _will_ come back. We both know it. Because that, that up there?" Tony's voice almost shakes, "That's the endgame."

"And we can only do it together. And I hate that. I hate everything about that. The cheesiness, the utter lameness of even saying it. But it's true. We're not half as good without each other and every big bad guy we've come across so far we've managed to get rid of and I know that we couldn't have done all that solo. So no. This is more important than what we want and how we think the world should run."

"The future is always more important than what we want right this second. You think I want to let some international big wigs tell me what to do? You saw me tell my own country's Congress to fuck the hell off but we can't just go into other people's countries and do whatever the hell we want. We're not above the law just because we've saved a few lives and have fancy powers or big brains. We don't have that right."

Tony falls in his chair, closing his eyes. "But like I said," and he's so tired he thinks this might be the end of it for him, "it's not about that. It's about being together when the worst comes. We need to keep the Avengers together. No matter what it takes. Accords can be amended and once they see their system is inefficient they'll change it or we'll find a way around it, we're good at that. But us? Together? That has to be non-negotiable."

There's something in Steve's eyes, something Tony can't quite place. But he almost looks moved, like all the fight drained right out of him. "I want to do that Tony. I just don't know how you expect me to throw away everything I believe in."

"I'm asking you to trust me."

The air is thick in the room and it's so quiet Tony's sure Steve can hear his heartbeat. There's a long pause and Steve pulls his lip, pressing a hand over his face. Tony almost thinks he's going to punch a hole through the wall. But Steve takes a breath instead and his shoulders drop. "Okay."

Tony doesn't dare to breathe.

"I'll sign. But as soon as we can change them, we change them. And as soon as they get in the way of what we were tasked to do, we leave. As a team."

"Deal." he says immediately. Without even having to think about it.

He shoots up, breathless and so relieved his legs almost being to shake. Tony's not even sure what leave means. But it doesn't matter. Everything was a series of baby steps and this one, this one was a big one.

"But I want to make it clear. I'm not doing this because I believe in the Accords." Steve levels.

And Tony can't help the overwhelmed feeling in his throat when he says, "I know." And wonders what it would be like to be more like Rhodey, who could say what he felt and never worry about it, so open and honest.

Something passes between them and in that moment, Tony knows this is the right thing to do. He thinks Steve knows it too.

Steve's signature is firm and bold and Tony feels the weight of the world off his shoulders. Across the ocean, a building filled with dignitaries explodes in a storm of glass and fire. But in New York, Steve and Tony sign away a new beginning.

Peter's swinging through the streets of New York, shivering slightly as the high winds seep through the cotton of his sweater-suit. It's not the best look, he knows. It's not sleek or cool or even that protective. But it covered his face and hid his identity from the world and that's what mattered. Plus, the logo was kinda neat. A big black spider splayed across his chest. That was a nice touch. Very on brand.

Peter grins, the rush of flying in the air too much for him to keep worrying about his look. He pulls tightly on his web so that he soars up into the sky, grasping the edge of a building and flipping his body around so he lands on his toes, knees bent. He peers over the city, scanning the ground to find anyone who might be in need of him. A lot of being Spiderman was just waiting honestly. He hadn't figured out a way to attach a police scanner on his suit without it being too bulky. It would be just his luck to get thrown into a wall or something and have the entire radio shatter into his skin or something. So for now, he had to rely on his superhuman senses to alert him to trouble.

And trouble always found him. He spots the girl before he really registers anything could be wrong about the picture. She's walks out of a Marshall's staring wide eyed into the crowded street like she was trying to find someone. She takes one hesitant step, then another and another, eyes darting around, her steps slowly picking up pace before a man cocks his head, looking at her for a moment before walking up to her. Peter narrows his eyes, straining his ears to hear what he says. "Hey sweetheart, are you okay?"

The girl's lip wobbles, she couldn't be more than seven years old. "I'm trying to find my mommy. I lost her." She confesses and even from above it all, Peter can make out the shining in her eyes.

The man smiles and Peter wonders if he was aiming for gentle because all Peter's getting is predatory. "It's okay, I can help you find her. Come on, I'll take you to her." He holds out his hand and the girl stares at him.

"Really? You can help me find her?"

"Oh don't worry, I already know where she is." He promises and Peter snaps into action.

He's flipping off the building, shooting a web at a light post so he swings around it, landing right between the man and the girl, straightening his back and crossing his arms. "What do you think you're doing man?"

The man gets right in his face. A fighter then. Great. "What do you think _you're_ doing?"

"You think I'm just going to let you kidnap a kid in broad daylight?" Peter snarks, "Wouldn't make a good superhero would it?"

"I'm not kidnapping her. She's my niece. I'm taking her out."

Peter wags his finger exaggeratively, "A kidnapper and a liar. Wow. Double whammy. She's looking for her mom and you pretended to know where she was." He gestures to his ears, "I have super hearing. Comes with the gig." He shrugs like he's trying to look apologetic.

The man falters before turning tail to run. But Peter just fake yawns, shooting out a web that locks his feet together before doing the same to his hands. The man hits the floor with a yelp, blood staining the cement beneath his chin. "I don't know if you can get charged with attempted kidnapping but we're gonna find out."

He pushes him up, webbing him straight to the wall so he can't escape so he can call the cops and have them deal with it.

He turns to the girl, whose fear has sucked the colour right from out of her face. Peter softens, bending down to be at her level. "Hey, I'm Spiderman, what's your name?"

"Lucy." She whispers, still looking apprehensive.

Peter reaches out his hand for her to shake. "Nice to meet you Lucy. You've been very brave right now. I'm sorry you had to see all this. Did you lose your mommy in the store over there?" he asks, pointing back at the Marshall's.

Lucy nods, the tears finally spilling over her cheeks. "That's okay. We're just going to go back inside and see if she's still there okay? You should never leave the place you got lost. I'm sure your mommy's looking for you." Peter reprimands.

Lucy bows her head. "I'm sorry. I want my mommy." she cries.

"It's okay. We're going to find her, come on." Peter holds out his hand and hesitantly, Lucy takes it.

Peter leads her inside the store to see a woman frantically running through the store calling Lucy's name. "MOMMY!" Lucy yells and the woman turns around looking like she might collapse on the spot.

"Lucy! Oh my God Lucy where have you been?" her mom cries, running to her daughter and scooping her in for a hug.

She looks up from where she's buried her head in her daughter's hair. "Thank you."

Peter never knew two words could be said with so much emotion. "It's my job ma'am. Please be more careful next time." he nods at her before disappearing out the door, off to the next crisis.

It all goes to hell when they find out what happened in Vienna and what happened when Barnes got broken out. Zemo's plan failed, he didn't get to escape with his victim, but they're both on the loose now and Steve is near panic. "You can't go after him. They'll find you in violation of the Accords." Tony says, mostly because someone has to.

Steve turns on him, pinning him with a stare so intense Tony almost feels the need to take a step back. "I have to get him. He's my friend. They'll kill him Tony."

And Tony wonders what he would do, if it was Rhodey or the world. He remembers being given the choice, the President or Pepper. Remembers saying fuck that and saving both. God living was such a headache. And he kind of hates that he already made a decision without even really having to think it through. "I have a suit to work on." he announces, stuffing his hands in his pockets, "I'm going to the lab. No one's allowed down there and FRIDAY knows better than to bother me by telling me what my room-mates are up to."

Steve sucks in a breath. "Tony-"

"I'll trust you too." Tony's back is turned so he can't see Steve's face, but he can hear him when he leaves.

He hopes he did the right thing.

More than that, he hopes they won't get caught.

It's then that his phone pings with a news update. Tony keeps tabs on quite a few people and topics. Having grown up in the spotlight, Tony knows it's always smarter to get ahead of the story than get caught by surprise. He has red alerts for anything Avengers related, everything about him and Iron Man, a few on the military, anything that was allowed to be published on SHIELD, and recently someone altogether new. And intriguing. A kid swinging around the streets of Queens in a onesie helping old ladies cross the street and stop muggings. Unable to help himself, Tony cracks a smile. He glances at the headline, SPIDERMAN STOPS KIDNAPPING IN BROAD DAYLIGHT.

Good kid that Spiderman.

He closes the alert. Thanks whatever entities that might be that he didn't need to follow through with _that_ plan. He had wanted something different for Spiderman, a different sort of introduction into the hero world. Dragging him into an Avengers dispute isn't his ideal meeting scenario. He wants to wait a little, see what the kid is made of, let him grow a little on his own before going down there and upping the game. Wants to figure out if he's really as good a kid as he looks. Tony never wants to give power to the wrong hands ever again.

But as it is. Bringing Spiderman was a last resort. Somehow, they'd managed to avoid it. Tony's still not quite sure how.

It's a day later when he gets a call from an unknown number, though he knows who it'll be when he picks up. "Tony. We got everything wrong. We need to get the team together."

Steve sounds panicked and so Tony snaps into action.

They hang up without having said anything at all. They both know better than to talk about sensitive topics over the phone. Tony calls Natasha. It would be better to keep Wanda and Vision together in the tower for now. Better for Wanda anyway.

The four meet up in a bunker Tony really doesn't want to be inside of and when he sees Barnes, he thought he'd feel something, but he mostly just feels pity. "Where are the others?" is the first thing Steve asks.

"Wanda should lie low for the next while. It's not safe for her or us if she gets harassed outside. Vision's with her. And the more I keep from Rhodey about this the better off he'll be. The last thing I want is to cause another military headache for him."

Steve nods though from the crick in his jaw Tony knows he doesn't agree. "You can't just keep Wanda locked up like a prisoner."

"It's a multi-million dollar tower with every amenity you could possibly think of." Tony drawls, "Most people would kill just to be inside it."

Steve looks like he wants to argue some more but Natasha cuts in, "Calm down boys. We're not here to fight." She's looking at Barnes like she's afraid, but not of him.

He's looking at her the same way. "Natasha?" he whispers and her eyes widen, lips parting.

"You know each other?" Steve asks, incredulous.

"You could say that." Natasha says, voice dry.

Tony can't deal with this right now.

"Hey guys, apparently there's a big mission we need to do? Some more Avengers saving the world kinda thing? Maybe we can keep the reunions to later when we actually have the time?"

Natasha snaps out of it, regaining her composure. "Of course. The mission. What happened Steve?"

As Steve tells them about Zemo's plans and the team of vicious Winter Soldiers just waiting to be awoken Tony feels dread pooling in the pit of his stomach. "Okay." Tony stretches the word. "So we just need to find where he's keeping them and make sure he doesn't release them. Easy."

"it's not that easy. What happens after? We can't just hide the fact that we have the world's most wanted criminal hanging out in our basement." Natasha points out, looking away from Barnes when he catches her eye.

Tony nods. "They can't hold him accountable if he was brainwashed."

"The justice system isn't exactly known for being just." Steve counters, voice low.

Tony nods again, slower. "Then we just need a bargaining chip. Something to bait them with. You give our guy a fair trial and get that mumbo-jumbo out of his head and we'll give you…"

"Zemo." Natasha finishes, looking almost excited, "That could work. And whatever we find at the compound where he's keeping all the experiments. There must be good HYDRA intel, SHIELD's been after anything related to HYDRA since before I joined. They have a whole dossier of mission files that are insanely confidential. Even Fury can't see some of them."

Tony's brows furrow at that, but before he can ask her to elaborate, Steve crosses his arms, looking uncertain. "I can't take any chances. Not with Bucky's life." he shakes his head.

Tony sucks in an exasperated breath. "And what's your alternative Steve? Become fugitives? We're the Avengers, if we had to escape the US military we could do it. Why would you piss off the government before you have to? We have a good thing going, with the Avengers Initiative and the tower and the missions. You wanna throw that all away because you think there's a 1% chance our plan won't work? Don't be crazy."

"It's not crazy, it's about Bucky's life." Steve reasserts, but Barnes shakes his head.

"Steve, he's right." Barnes looks at Tony, something terribly sad swimming in his eyes, "You're Howard's kid right? You look like him." beside him, Steve swallows hard.

Tony's forgotten, or maybe not forgot, just hadn't really thought about it. That there's now one more person who knew his dad before he became the man Tony learned to fear. Someone who saw Howard Stark at his prime, a genius inventor beyond his technology. The thought makes something inside him squeeze.

"We have to stop Zemo from releasing the other soldiers. And their plan makes sense." Barnes says, his voice oddly soft for a men with so many edges.

Steve's shoulders sag. "I don't want to fail you. Not again."

"You haven't. And you won't." Barnes says, firm and true.

Tony levels his gaze at Steve, "Cap?"

Conflicted but unable to deny the truth, Steve sighs, "Alright. Let's go."

Tony claps his hands together, "Okay chop chop team, I have an important meeting at eight."

Natasha rolls her eyes, but she looks fond, "You haven't gone to a meeting in three months."

"Yeah but the bad guys don't know that." And even Steve can't help the tiny smile as Natasha snorts.

They fly in one of Tony's helicopters. It's sleek and dark toned, perfect for the stormy sky. There's tension inside the aircraft but for once, it has nothing to do with who was inside and everything to do with what they were about to face. Though Tony doesn't miss the meaningful glances between Bucky and his secretive friend. Tony appraises Barnes, notes the softness of his demeanour despite the potential for violence he knows lies just beneath. He looks damaged. Battered maybe. Like waking up got more and more tiring every day he did it. Tony relates.

He looks at Steve and thinks of Rhodey and thinks that maybe Steve isn't so crazy. Tony would probably fuck over the world for Rhodey too. But would he have fucked over his team?

"Hey, Manchurian Candidate, got any leads on how to cure your whole split personality thing you got going on?"

Barnes' lip twists into something almost wry. "Not a clue. I'm a soldier, not a brain scientist."

Bruce flashes in Tony's mind and he pushes away the thought before it can hurt too much. "Well lucky for you Barnes, I know the most brilliant person in the medical field. Her name's Helen Cho. If anyone can figure out your whole thing it's her. We can get her to come down once we finish with this nutjob."

Barnes' smile is small, like a belladonna waiting for the moon to bloom, and there's a guilt that swirls in his eyes that Tony can't quite place. "Thank you." His sincerity shouldn't be that touching, but it is and Tony squirms in his seat.

"Don't sweat it." he says, and hopes he sounds as nonchalant as he's trying to be.

Natasha's side eye proves that he isn't.

They touch down on a rocky platform and the four make their way in a 2x2 formation, walking through the base with caution. Eventually, they step into a circular room and the glass tubes that line the walls look like flooded coffins, the dead bodies of the fallen Winter Soldiers bobbing within them. Tony's shoulders tense, a vague sense of danger piquing his senses. In front of him, Barnes watches with something like a confused detachment as he walks into the centre. That's when the voice reverberates across the room.

It's Zemo and he's railing about his woes and grievances and Tony wants to punch a hole in a wall because he knows. He knows they aren't perfect and he knows they've failed but they've tried and without them it probably would've been even more devastating and no one ever seems to care about that. He knows he's made mistakes. He's trying to fix them.

He always seems to make his own demons. Turns out now is no exception.

Zemo's speech paralyzes them. There's a moment of silence before his final words echo in their heads. "An empire that crumbles from its enemies can rise again…But an empire that crumbles from within…" Tony's gaze jumps as a small screen switches on, its light flickering ominously in the dark room. "that's dead. Forever." Zemo finishes and Tony stumbles toward the light.

"I know that road." his voice feels hoarse, feelings he thought he had crushed bubbling to the surface like they're out for retribution.

"What is this!" he demanded, but he sounded like he was going to be sick, somewhere in between terror and denial.

Zemo doesn't answer but Tony barely registers that as he watches his parents' car smash into a tree, its hood bending like storm waves. He hears the dying of a motorcycle engine, a man walking forward. His father tumbles from the driver's seat, blood on his face, his lungs heaving for air. Tony's stomach seizes, his breath comes faster, for the first time in a long time, his brain, usually in overdrive, focuses only one thing. Just one. He hears his father begging for his mom's life and his body shakes. The motorcyclist enters the frame and Tony's heart stops.

No.

No no no no.

That's not possible. That's not- but he looks at Barnes' face and he sees the self-hate that flickers in his eyes, the disgust that weighs him down, the glaring admission of guilt.

Tony goes white hot.

In the video, The Winter Soldier stares down at Howard, "Sargent Barnes?" he manages to gasp before he's being punched over and over until he slumps to the ground and this time Tony knows he won't get up.

Tony remembers being younger. Of wishing he had said goodbye to his parents properly before they left. He remembers wishing he had gone with them, maybe they would've made it. Maybe he could've saved them. He knows now, he would have just died with them. But he remembers the grief he felt.

It's worse now.

What were his parents last thoughts before they died? He used to wonder. What were their last expressions? What were they doing?

Now he knows. He saw the life get knocked out his father's eyes. He heard his mother's last gasps.

He wants to be sick. He wants to punch something. He wishes he could cry. He wants to scream. He wants to punch someone. He wants to- he wants to-

He didn't know his heart could break this way again.

Without even thinking about it, he lunges in Barnes' direction. The man doesn't even try to get out the way. But Steve does. He grabs Tony's arm and pleads with him. "Tony please-"

His tunnel vision disappears and suddenly there are a million things his brain is thinking about, calculating, assessing. He registers Natasha's pale face, the uncertainty of her posture. For once, the woman who's always been ten steps ahead is suddenly twenty steps behind. He sees Barnes, looking unforgivably sorry and guilty and who gave him the right. He feels Steve's hand around his arm and something terrible and awful and so explosive he feels the thought pulse in his head until it's all he can think about. His voice is a barely controlled whisper. "Did you know?"

He turns around, still in his grasp, so he can _look_ at him so he can't lie. Steve can't speak, his lips part but no words come out and Tony takes another step forward, "Did you know?" he repeats, more forcefully this time.

"No." Steve's voice cracks, "How could I have known about a HYDRA mission?"

Something close to shattering inside him unclenches. Tony breathes again, but it's erratic and he's having a hard time trying to settle everything inside him. It's been a while since he's felt so out of control but he has no idea what to with himself. He has no idea, no baseline, no model by which to act against.

He feels like he's dying.

Natasha's voice is like a balm, "Tony," she steps toward him, slowly, like she's trying not to scare him, "Tony I know how you must be feeling right now. I do." Her eyes are locked on his, earnest and intense. Tony wonders if any of her is real, "But you can't do this. It's exactly what Zemo wants. He wants us to fight each other, we have to be stronger than that."

"You wanted to keep the Avengers together remember?" Steve jumps in quickly. Vaguely, Tony thinks he's pleading, "Tony please-"

"I don't care." his voice drops, "He killed my mom." he rips his arm from Steve's grasp and turns on Barnes, his wrist gauntlets blazing before Natasha jumps between him and Barnes, her arms spread out and her lip shaking.

"I can't let you do this."

Tony's helmet shoots up, the hurt bright in his face. "You going to take his side too? Why am I surprised." The sardonic tone isn't lost on her but Natasha stands firm.

"This isn't about sides Tony. I won't let you kill someone you're going to regret killing. And I won't let you kill someone who didn't have a choice. Bucky didn't kill your parents. HYDRA did. That's the real enemy. _Zemo's_ the real enemy. You're better than this Tony. I know you are."

Tony sneers, "Actually, I recall you thinking I'm not better than that. Does your Avengers Initiative Report ring any bells?"

Tony still has his gauntlets trained on her. Natasha doesn't flinch.

"I was wrong. I can admit that." She catches his eye and like a challenge, "Can you?"

The anger is burning through his system. It's corrosive and it courses through him, consuming more and more of him. Logically, he knows they're right. But he doesn't care. He doesn't care. That was his mom. That was his _mom_.

But in front of him is Natasha. And behind him is Steve. And there's a man who Tony knows is a victim and yet. And _yet._

Tony lowers his gauntlets and he can see the relief flood through Natasha's eyes.

He almost feels bad.

He shoots a beam at her feet, he knows how her training works. She'll dodge to the left, she'll reach instinctively to her belt for her Widow's Bites. In that seven second window, Tony shoots like a missile in Barnes' direction, lands a solid punch to his face, he can feel his cheekbone and nose cartilage breaking beneath his fist. Barnes falls to the floor with a cough. Steve yells his name. Tony looks back for just a second before thrusting his hands down and flying upward where he can see the hatch is wide open.

He doesn't want to fight Natasha. Doesn't even want to fight Steve either. And he doesn't want to be the kind of person that tears through his friends because he went out of control. He didn't wanna steal the Big Guy's thing.

So he flies.

He doesn't think about how much he wants to bash Barnes' face in. He just thinks about how much he wants to leave. How far away he wants to be from here.

How he never wants to see what was left of the Avengers ever again. He may not want to fight them but he can't bear to look at them either.

Zemo was right. And worst of all, he won.

You'd think after a while, the betrayals would stop hurting so much. But as he flew across the stormy waters and tried to pretend the water on his face was from the spray, Tony remembers that it never stops hurting. It only gets worse.

Peter has one last stop to make before he'll slip back inside his room. There's a community greenhouse garden on the roof of a rent-controlled apartment block. Well, it was rent-controlled. As part of a community building initiative, The Greenery, a small non-profit helped build a greenhouse so residents could plant their own vegetables and herbs. It was a nice way to learn a new skill and make some friends. But after the policy was revoked in an attempt to kick-start the housing market, the building owners decide they wanted to rebuild into a condo, destroying the greenhouse in the process.

The tenants are all up in arms about it, trying to find some legal recourse to the ruthless gentrification that was eating up their neighbourhood. But until then, the roof had been locked up as the greenhouse was being dismantled in preparation for the demolition. There was no real reason to do that. If the landlord won, which they often did, he would be getting rid of it anyway. But he was spiteful and thought he could punish everyone who loved it if he barred them access from it. And technically, it was within his right to bar them from the roof.

Enter Peter.

He doesn't need to follow any of the security proceedings. He doesn't need to walk in through the front door and get buzzed in, clearing his name by security. He doesn't have to take the elevator up that now stopped at the tenth floor and wouldn't go higher. Peter can't make the courts side with the tenants, but he can derail the deconstruction. And he can water the plants.

The key though, is not getting caught. Having a vigilante's name tied up in a case like this wouldn't do the tenants any favours, so Peter takes extra care in making sure he isn't seen whenever he goes. He comes in from below, not wanting to attract attention by swinging down. Making sure he doesn't hear anyone around, he walks to the side of the building where he's shielded by the shade of the taller tower next to it, scaling the wall quickly. He keeps still when he's at the top, not high enough for his fingers to curl over the edge, but enough to hear a footstep or even just a breath. A minute passes, then two. Not hearing anything, Peter peers over the edge, scanning the small enclosure before swinging his body around, landing quietly on his feet.

There are two cameras installed after someone broke in and spray painted some derogatory comments about the landlord all over the floor, but Peter knows how to handle them. The first is pointed directly at the greenhouse and the other at the door. He can avoid the door completely and for the other one, well that one was alarmingly easy. All he had to do was stick one of those nanny cams to the side of the camera for a day before retrieving it and uploading the footage on his laptop. From that point, it was just a matter of learning how to substitute their video into the surveillance system, which was apparently a widely Googleable and relatively simple process to do. It was just a whole lot of coding and debugging and it was actually a really frustrating process, but the actual idea was pretty straightforward.

He's already looped it before he left so he should be good. He'd quietly recuse himself from the system when he got home too. Once again, the crew the landlord had hired would find that all their demolition tools had mysteriously ended up dismantled and on the ground as they were when they were shipped there. And as for the plants, Peter steps into the greenhouse, admiring the roundness of the tomatoes and the strong scent of rosemary from the herb garden. He fills the watering can with the hose, needing to refill it five more times before he's done with his rounds. They all look healthy enough. He wishes he could pick some of the ripe ones for everyone below him. But he knows they would never get to see it.

He also knows that eventually, the landlord would get sick of this game and either hype up security or just tear the whole thing down himself. But until then, Peter can do what only he can do and try to stave off the inevitable. He trims some over-growing leaves and makes sure the soil is the right acidity before closing the door gently behind him. Stretching his arms behind his head, he gazes out into the New York landscape, glazed in orange and pink. His eyes widen when he catches sight of what could have been a shooting star streaking down into Avengers Tower. Peter rushes to the edge of the building, trying to absorb as much as he could of his hero flying back home.

Iron Man is unmistakable.

Peter wonders where he'd been. Had been off saving the world? Was he just doing a local mission? Did he hear back from the disappeared Bruce Banner? Or even Thor? Mostly, Peter wishes he could be like Tony Stark. Brave and resilient and insanely smart. One day, he wants to be an Avenger too. Going on missions with the other heroes and saving the world.

Peter loves what he's doing now. Protecting Queens is great, he loves it, he really does. But he could be doing so much more. He's stronger and more capable than this. He could make a real difference. He knows he could. He just wishes he could prove himself. Maybe catch Iron Man's notice.

Peter shakes his head, a self-deprecating smile on his lips. Yeah right. There's no way he's on anyone's radar right now.

Nick Fury strides down the hallway of SHIELD headquarters, his jacket rippling behind him. He knocks twice, quick and curt against Secretary Pierce's door and doesn't wait before walking in.

Pierce looks at him with a wry expression. "Still just barging in I see."

Fury cracks a smile. "I'm big on transparency."

"So? Where's the fire?" Pierce leans back in his chair, looking resigned to the fate of the world to catastrophe.

"No fire. Not this time. Just wanted to make sure you knew that all the Avengers have signed the Accords. You can go tell the rest of the World Council now to get off our backs. They're in the law."

Pierce smiles. "Really? That's great news." there's something in his voice though, something insincere.

"We'll see if it's good news. No one knows what a world of accountable superheroes looks like." Fury retorts dryly. "And one more thing, Project Insight is ready for development."

Pierce perks up at that, sitting straight up in seat. "It's done?"

Fury holds up his hands, "Don't get so ahead of yourself. The _plans_ are ready. We can start development next week."

Pierce smiles and for a second, it almost looks menacing. Must have been a trick of the light. "Fantastic. You're running a good show Director. I'll pass on the good news to the World Security Council. By the end of the week, we should have full control of the Avengers team again."

Fury nods and turns to go before Pierce calls his name again, "One more thing, how are we on our covert missions recruitment project?"

Fury's lip turns up, "We found a candidate. Contact's going to be made tomorrow."

"Does this candidate have a name?"

Instead of answering, Fury pulls out his phone, pressing a few buttons before a notification pops up on Pierce's screen. "Meet Peter Parker," a video of a red and blue blur swinging down the streets of New York plays on Pierce's screen, "but you might know him better as Spiderman."

Pierce looks unconvinced, "He looks like a kid. You really think he's capable?"

"Tony Stark seemed to think so. But Tony doesn't seem to be needing him at the moment."

The video clip ends with Peter doing a backflip over the streets, something carefree in the openness of his arms.

But even spiders can get caught in a web.


	2. Chapter 2

Today's a Good Day. A really really good day. Ned bumps his shoulder into Peter's, the wind ruffling through his friend's curls on their way back from school. "Why do you look so deranged right now?" Ned teases.

Peter looks affronted, "Rude. Can't a guy be happy?"

"Yeah, guys can be happy. You just look like a weirdo."

Peter snorts, stuffing his hands in his pockets and rocking on the balls of his feet as they wait for the walking sign to flash. "I don't know. I just had fun today." He shrugs, a goofy grin on his face.

Ned laughs, "Okay yeah, Flash's face when you showed him up today was pretty epic."

"Well that and we got assigned for the Geography project together, I totally thought Ms. Evergreen was gonna pair me up with Eliza." Peter curls his nose.

Ned groans, "She called Thor the least hot Avenger _once_."

"Once too many!" Peter protests, "There are just some undeniable truths and Thor being the hottest Avenger is just a fact!" he starts counting down the list on his fingers, "No one can argue that Black Widow is the most dangerous Avenger or that the Hulk is the strongest or that the best Avenger is-"

"Wait, wait, wait. You can't say anyone's the best Avenger. That's not a fact, it's an opinion." Ned insists.

The light goes green but Peter scrunches his face in disbelief and ignores it, "The best Avenger is Tony Stark. That's just a fact."

" _Dude_."

"Dude you!"

They end up bickering the rest of the walk home and Peter's almost convinced Ned to the gospel truth- though he's still stuck on Thor being the best- when they reach the florist shop on the corner. Peter holds out his fist and Ned bumps it with a good natured smile. "See you tomorrow?"

Ned scoffs as he turns away, "You ask as though we have any other friends."

Peter's still laughing a little as he waves and walks the opposite road. Peter keeps smiling, he can't help it. He's in a good mood and he's had a good day and he has an awesome best friend and today is gonna be great. He just knows it. He plugs in his earphones, cranking Queen up as he finishes his walk home. May should be back right about now, she had a normal work day shift today, which meant he could sneak out after dinner time when he could go into his room and not be missed for a few hours. Content with his plan, Peter nods to himself while he unlocks the door to the apartment, not really paying attention as he throws his backpack on the couch.

There's something slightly amiss though. Something funny prickling in the back of his neck. He gets like that sometimes, an entrenched sense of foreboding that feels like anxiety but worse. More frightening, more paranoid. He's still not really sure what it is or what he's supposed to do when he feels it. He glances around the room but nothing seems out of place. The kitchen is as it was, half the sink filled with dishes Peter had promised to do but forgot, May's coffee mug still on the table. The living room still looks well used and slightly cluttered, May's bedroom door is shut, his door- his door is wide open.

Peter freezes.

His room door is always shut. It's a precaution in case he ever has to sneak in without May catching on and also helps keep any of his "science" experiments on the down-low. Quieter now, though he already knows he's made his presence known, Peter creeps over to his room, more than a little mad at himself that he didn't keep a pair of web-shooters somewhere accessible _other_ than his desk. Figuring stealth wasn't going to work at this point, Peter grabs the phone instead and dials 911 but the phone line is dead.

Dread pools in his stomach, his senses going on high alert. He should run. He knows that. But he also knows that this is home and he needs to defend it. And anyone who could cut the phone lines before breaking in probably wouldn't just let him leave anyway. "I know you're in my room, so why don't you just come out."

He nearly drops the phone out of dead shock when a man with an eye-patch walks out, his black coat swirling around him like the night and a hard look in his eye despite the smile. "Good job Parker. It was the door wasn't it?"

Peter's senses scream, the hairs on his arms stand up, goosebumps bursting all over his body. There's something about this man, something that reeked danger. Danger of the most precise kind. "Who are you and what do you want?"

"Calm down Spiderman, I'm just here to talk." The way he says his name, with an emphasis layered with meaning makes Peter freeze, mouth parting.

"What are you- I'm not-"

The man puts a hand up, "You can save the stories. I already found your suit in your ceiling and I've had all the videos of Spiderman cross-examined with all of Peter Parker's known data. I know you're Spiderman."

Peter swallows, the weird pricking now simmering into full blown anxiety, his stomach twisting. "What do you want?" he can only think about May.

She's the reason he keeps his identity secret. She's the one he needs to protect. And for the first time in his life he wishes she wasn't coming home right then.

Nick looks at him like he's trying to be friendly but Peter can still sense what really lies underneath. "I came here to give you an opportunity. An opportunity to do more."

Peter still looks like a deer caught in the headlights so the man sighs, gesturing to the couch. "I think we should sit down for this."

Peter opens his mouth to protest. "If you're worried about your aunt walking in on us, I've already taken care of it."

Panic bursts in his system.

"May Parker has just been called in for an emergency overt-time shift. She'll be back here in a couple hours."

The panic dies down, but only just.

Peter sits down, back completely straight. He can hear the man's heartbeat, steady and strong. He can hear the traffic outside, the sound of some girls yelling in delight, a cat meowing three floors above him on the balcony. He thinks about if he could string this guy up. Is afraid of what might happen if he tries.

"I'm Director Nick Fury. I work with SHIELD."

Peter's thoughts stop. _What_.

"SHIELD? As in the Avengers program SHIELD?"

Nick cracks a smile. "That's the one."

"No way." Peter breathes, collapsing into the couch, his fingers splayed across his forehead in disbelief.

"SHIELD has been working to protect the earth from threats you couldn't even imagine for decades. The Avengers program isn't our only accomplishment, though it's definitely one of our flashiest."

"I know what you do. Kind of." His mouth feels dry and he's not quite sure what he's supposed to be feeling right now.

"Then you know how important our work is. How many lives we save." Fury leans in close, gaze intense.

Peter nods.

"We keep tabs on special individuals here at SHIELD, individuals like you. Heroes who help out where they can. Heroes with special abilities. You've done some good work Parker. Cute stuff." He drawls, "Helping little old ladies and saving kidnapped kids. You have a great skill set: super strength, super senses, your ability to stick to anything you touch, not to mention quite the IQ. You built those webs yourself right?"

Peter nods again, wiggling his fingers nervously.

Fury darkens his gaze, "Then why aren't you doing more?"

Peter's brows furrow, his body suddenly flushing hot with stress, "What-"

"You can stop a speeding car with just your bare hands, you can sneak past security systems, and incapacitate dozens of agents at once if you wanted to and you settle for returning lost purses to teenagers?"

"It's not like that, I don't just-"

But Fury doesn't let him finish, he watches Peter. Looks at the defensive posture, his wild eyes stuck to the top left trying to come up with excuses, his fingers that keep clenching and unclenching around his sleeve. Fury has him cornered.

"You have the power to bring down whole syndicates. Why don't you?" his question hangs in the air and Peter's gaze drops to his hands.

If shame was tangible, he'd be doused in it.

"I know I could be doing more I just…"

"You just what? We came down here because we thought you might be an asset to us. That you could help us protect this city and the entire world. I'm starting to think we were wrong now." Fury makes to stand up, but Peter's hand shoots out, grabbing him by the wrist, eyes intense.

"No wait- I-" he drops Fury's hand like he was burned, clutching his wrist to his chest, "I'm sorry I didn't mean to- I just. I just need a chance. Please. I know I could do more. I just need help."

Peter reeks of sincerity. It gushes out of him and coats his words and makes his eyes shine. Fury cracks a smile.

"That, I can work with."

Peter perks up, a small glimmer of hope shining in his face. His posture doesn't relax though Fury notes. Smart kid. He knows every promise can be broken. That every opportunity is so easily stolen away.

"You want to be a superhero right? Maybe even be as big as the Avengers?" Peter's breath hitches for just a second and Fury knows that if he didn't have him before, he definitely has him now. "We can help you become the best superhero Queens has ever seen."

"Are you serious?" the earlier anxiety fades as the excitement starts to spread.

Fury nods. "You have the potential to save thousands of people, you just need the right opportunity to prove yourself right? We're that opportunity."

"Are you saying I could be an Avenger?" Peter doesn't even dare to breathe.

"If you're made of the right stuff, why not?"

Peter can't believe what he's hearing. It was his dream to be on the Avengers team. To fight beside Iron Man and Captain America and War Machine. He's strong enough. He knows he's strong enough. He would be a great asset if he could just get them to notice him. And he must have done something right if the organization that _made_ the Avengers had noticed _him_. Him, Peter Parker.

Fury chuckles, "You know, you're a lot more enthusiastic about the program than the original members."

"Really?" Peter can't really believe it.

Who wouldn't want to be an Avenger?

"Oh yeah. Of course, Hawkeye and Black Widow were on board considering they were already SHIELD, but Iron Man? Tony? That guy made us work for him. But we noticed something in him too. The kind of spark not everyone has, the kind that makes you a hero enough to sacrifice yourself to fly a nuke into a wormhole."

Peter preens. He reminded Fury of _Tony Stark_. Peter reminded him of his absolute hero. That's…that's too much. SHIELD had found a group of misfits and turned them into the world's best hero team and they want Peter to join them?

"So? Were we wrong? Or are you willing to do whatever it takes to be a real superhero?"

Peter's pin straight, his jaw tight, "You weren't wrong. I want to join the team." He says, and his voice doesn't waver.

Fury smiles.

"Is it going to be like missions? Will I get to join the Avengers on stuff? Are there any top secret gangs you want my help taking down?" Peter rambles when he gets excited, but he can't help it now.

He's known he could be doing more for a while now. When he realized he could do things no one else could do. When he realized he could heal faster than even other superhumans could. He had more to offer than just helping tourists find their way or return stolen bikes to their owners. He knows he could help save the city against bigger threats, maybe even the world.

"You need training first. And a new suit. We'll connect with you about the details." Fury stood up as though to leave. "And most importantly, this needs to stay secret. No one can know you work for us."

Peter nods seriously, "Yes sir. Of course."

"SHIELD's true strength comes from its anonymity." He fixes him with a hard stare, something vaguely threatening in the tenor of his voice, "I'm sure you know how important a secret identity is. And how easy it is to expose it."

Peter swallows. "Of course, sir."

"Good. We'll be in touch."

Fury vanishes out the front door before Peter can say he doesn't have his number. But his phone buzzes at that precise moment. The text is from an unknown number and all it says is _2:30 tomorrow, bring the suit_.

Peter's so shaken with anticipation, at the thrill of being noticed. Of being given the chance to prove himself. Of finally having the opportunity to make a difference that matters, that he forgets that when he first met Fury, he was afraid.

Tony hasn't left the lab in thirty-nine hours. He's blocked all communication to his devices, even Pepper's, though he doesn't think she'd be calling anyway. Even Rhodey's, who's by now, worried and probably on his way over. Tony sighs.

He can feel his brain start to slow down a little. The caffeine's stopped working seven hours ago and his body's sluggish, like he's moving through molasses. He knows he can't sleep though. That despite being tired beyond belief, that the second he lies down in his bed his brain will go into ultra-HD replaying every moment that led up to this one. He doesn't want to think about what happened. Doesn't even want to try. The truth about life is that everything goes away with time.

Even rage.

Even grief.

He doesn't know where the three of them are, but he knows that with just a phone call he could find out. He reaches out for his cell. His hand drops back down to his side.

He can't do it yet.

Tony looks around at what he's been working on, another Iron Man suit, this one has a more fluid opening mechanism. Getting out of the suit was a clunky experience and he wanted to have a more graceful exit. Something with flair.

Not for the first time, his gaze flicks over to the displays for all his team-mates' suits. There's the Captain America Stealth Suit, the new Armor Plate for Hawkeye, a morph suit for Bruce so he wouldn't be naked every time he Hulked out, a red and blue suit that never got to be worn yet. Tony stares at it, walking over to pull it down from the glass casing, laying it out on the table and rubbing his chin. "FRI, show me the web combinations for Spiderman Mark 1."

"Showing twelve combinations: normal, magnetic, taser, lightening…" Tony tunes the rest of it out, already having memorized it.

"That's not enough. What if the kid needs a distraction, something like a pepper spray effect…" Tony rubs at his chin more, flicking away the image listing the twelve combinations and pulling out his tablet to start scribbling a series of equations.

By hour forty-three, he's developed thirty-two new web combinations and has the ideas for forty more, though fifteen seem non-viable. At that point, he can barely keep his eyes open. Tony stumbles his way out of the lab and into the common room, collapsing on the couch, head barely making it onto the pillow. He shivers in the slight chill of the room and hopes FRIDAY will be intuitive enough to higher the heat. Miraculously, he goes to sleep almost immediately, proving yet again that pushing the body past the human limit was the right way to do things.

He wakes up to the sound of the news playing on the TV across from him, the sound of someone mixing something coming from beside him. Tony knows he should be on high alert right about then, but when hears a derisive, "Damn Fox News," he knows he's completely fine.

Only Rhodey has such a strong distaste for the news outlet he feels the need to say it and when Tony bothers tuning in, he understands why.

"A string of store-side vandalism has had cops on the look out for the culprits. Spray painted graffiti of derogatory slurs about enhanced individuals have been cropping up around the city since late last year."

Tony cracks an eye open, looking at the video footage of walls covered in large red letters, NEUTER ALL THE MUTTS, MUTANT FREAKS, MUTTS NEED COLLARS. His nose curls in disgust as he pushes himself upright. Rhodey glances at him, giving him a nod, "Morning sunshine."

"Honey bear." Tony greets, voice still husky with sleep.

"Made you a cup of tea. Thought you'd want to drink something that wasn't full of caffeine."

Tony reaches for the mug, blowing lightly over it. The steam warms the tip of his nose, still slightly chilly and he hopes Rhodey knows how much he appreciates him. "That's the most romantic thing anyone's ever done for me." He jokes but regrets it the second he says it by how pathetic his voice sounds.

Like his heart's not in it.

But Rhodey's a good sport and just rolls his eyes, "I won't tell Pepper."

The news continues in the background. "The recent rise in anti-mutant sentiment has stemmed from a proportional rise in mutant crimes." The guest speaker, some asshole named Ryan Gallagher, which just sounded like an asshole name, declares, as though that was remotely close to a fact.

The Fox Host, Anna, nods. "Could you speak more to that?"

"What's there to say? These people can do things normal people can't and it's scary. You don't know if that guy you accidentally bumped into on the street has super strength and can break every bone in your body because you didn't apologize the right way. Or if your neighbor that just moved in doesn't have the ability to read your mind. How are we supposed to protect ourselves from people who've mutated to have abilities we can't ever have?" Ryan insists.

Anna nods like he's saying something insightful, "That does sound concerning. But this graffiti only seems to be adding to the tensions, not diminishing them."

"What it's doing is calling attention to the problem. The government should do something about this. They should all register their names-"

Rhodey switches the channel off, his jaw tight. "What does he think this is? Nazi Germany? Next he's going to be asking for them to wear ID's on their shirts."

Tony sighs, "They always want you when they need you but the second they're done with you they find a way to contain you."

He thinks about Bucky and winces.

Rhodey glances at him from the corner of his eye, "You going to tell me what happened or am I going to have to hack into your suit footage?"

"You couldn't."

"Who do you think taught you to use a Keylogger?"

Something primitive like that stood no chance against Tony's security and they both know it. But Tony cracks a smile, "You were a terrible influence in college."

"Well someone had to break in the new kid." Rhodey smiles back, before his gaze turns serious again, hand on Tony's shoulder.

"Tony, I know something happened. Steve and Natasha are missing and that Winter Soldier guy is still at large though I think he's more found than lost."

"I fucked up Rhodey. I really fucked up this time."

His head drops to his chest and with Rhodey's strong hand on his shoulder, Tony tries to retell his story.

When he's done, Rhodey's gone still beside him, his elbows on his knees, face held up by his hands. "Shit." He says finally.

"That about sums it up, yeah."

Rhodey looks at him, eyes sincere and true. "Tony, you know I'd call you out if you messed up, but you did your best given the circumstances. You held back when it counted."

"I shouldn't have left. We should've done the rest of the plan." Tony shakes his head, hunching more into himself.

"We can still fix it. It's not over yet." Rhodey insists, calm and sure.

Tony doesn't speak. Can't speak. There's a dark feeling inside him that he wishes he could will away but won't leave him.

"I don't know if I can look at him. I'm afraid of what I might do to him." He finally says. "I know he's a victim. I _know_ that." His expression crumples, "But all I can see is his face when he _choked_ my _mom_ and I just- I just-" he cuts off.

"We gotta take it one step at a time Tony. First we bring them on the right side of the law and then we deal with the rest."

Tony wishes he had faith like Rhodey did. He wishes he could feel half of the faith Rhodey had in him for himself. Wants it more than anything.

He just wishes he could be better.

Peter figures he's going to be picked up after school considering his bell rings at 2:20 pm, so stuffs his suit at the bottom of his backpack and hides it in his locker. He spends the entire day preoccupied in his own mind. He has no idea what to expect. No idea what kind of training they'll want to give him or what kinds of missions he'll be sent on. Most of his daydreams are super cool. SHIELD practically invented the greatest superhero team the world had ever seen. There was no telling what he could end up becoming under their tutelage. Hell, the world's best spies turned Avengers trained under SHIELD. Peter's breath hitched, maybe he'd get to _meet_ them.

Holy shit.

Peter forces his thoughts back into focus.

There's a more important reason. Obviously. Fury's words ring around in his head. If you had the ability to do something and you didn't, and a bad thing happened because of your inaction, then that was on you. That was Uncle Ben's philosophy. It was what drove him to be a cop and what drove Peter to be Spiderman now. If people's souls were words than those would be his he thinks.

Mostly, Peter wants to make his uncle proud. He thought being Spiderman would do that. But Fury was right. He _could_ be doing more. Which meant all the bad things he let happen were his fault. And how would Ben be proud of that?

Peter can do better.

He knows he can.

The dismissal bell rings and Ned meets Peter at his locker like every other day. Apologetically, Peter holds out his fist, "Sorry Ned, I gotta go run an errand today. But I'll see you tomorrow."

Ned bumps his fist, but frowns, "Aw man, I was going to harass you to come over and watch the Empire Strikes Back with me today."

Laughing, Peter turns to walk out the South door, "We can do that tomorrow Ned, I promise!" and waves before walking away.

He steps outside, it's a cool day, the briskness of the autumn slowly pushing out the summer. Peter tugs his sweater tighter around himself and tries to look for something out of place. But the outside of the school looks as it always has. Parents waiting to pick their kids up, buses lining, hundreds of kids walking in every direction. Peter walks to the road, off school property and just as he does, a small black sedan rolls up in front of him, the window sliding down to reveal the face of a pretty woman with brown hair pinned neatly to the back in a bun. "Peter Parker, I'm Agent Hill. Get in."

Peter glances down both sides of the street, mostly trying to make sure Ned doesn't see him before sliding inside, the window rolling up automatically. Agent Hill is curt but not cold. "I'll be in charge of you today. Director Fury's away."

Peter's a little disappointed, but hides it quickly. "Sure, sure. No problem. Is there uh- is there something specific we're doing today?" he asks, slightly daunted.

"You need an assessment. And a real suit."

Now Peter knows his sweater invention isn't cutting edge or anything, but he's slightly attached to it and can't help but feel defensive over it. "What's wrong with my suit?"

Agent Hill flashes him a quick look, but doesn't say anything. Instead, she points to a container at his feet, "Put your outfit in there, we'll be making you a new one."

"And you need my old one for that?" Peter doesn't mean to sound rude, but he's attached! Not to mention that it's the only one he has, "It's just that I need it for when I patrol and-"

"You'll have one ready for you long before you have the time to go back to any of that." Hill says, gesturing again to the box, "It's alright."

Peter pulls his lip, hesitating for a second. Something in his gut told him he shouldn't. But they were going to make a new suit- a _real_ suit, like Captain America's. That had to be worth it. Reluctantly, Peter started putting in the pieces but gripped his web-shooters in his hand, "Can I at least keep my web-shooters please. I spent a lot of time working on them."

He really didn't want to remake them. He's not even sure he could find the right parts.

"Sorry Parker. Everything has to go."

Peter tries to ignore the sense of foreboding when he closed the box shut.

The SHIELD headquarters is impossibly bigger than he imagined and ten times more intimidating. Agent Hill flashes her badge to the security guard and has to scan her badge, plug in passcodes, and pass a biometrics test two times before they can enter the building. She hands Peter his own card, his picture already on it, the only other identifying feature being his name and classification. Peter Parker- Asset.

He isn't quite sure how he feels about that.

Agent Hill leads him down a series of hallways, narrating as they went. "We're heading to Training Area E now. You'll be given a series of tests so we can assess your capabilities in order to match you to the missions you're most suited for. There will be both a physical and situation component."

Peter nods, a little dazed, "Y-yeah, sounds good. What's the situation component?"

Agent Hill looks at him for a second as though questioning something before schooling her face back to neutrality, "Think of it as a field test."

"Sure, yeah, okay." Peter nods, more than he should, he knows, but he's feeling a kind of anticipatory nervousness that has him restless.

He has no idea what his abilities are. He has zero clue about what his max is on any counts and he's finding that he's excited to know. If anything, it'd probably be an ego boost, and more constructively, it would show him how he could improve.

That was always good.

"But before we begin, we're going to take a sample of your blood."

Peter frowns, the back of his neck prickling again. He waves the feelings away. "Any particular reason you're going all Dracula on me?" he tries to joke.

Agent Hill just shoots him a moderately unimpressed look, "We'd like to get a better understanding of how the spider affected your DNA."

There's a bad thought in the back of Peter's mind. He remembers reading about Bruce Banner's transformation into the Hulk, how he had been trying to replicate the serum that turned Steve Rogers into something unbeatable. "You're not trying to…replicate it are you?" he asked, trying to catch her eye.

But Hill didn't break pace. "We just want to make sure we're prepared for any situation. What if you need surgery and our anesthesia doesn't work because your blood destroys it?" she poses and Peter pauses.

He's never thought about that.

The whole blood giving process doesn't take long, just a couple minutes and a quick prick in the nook of his elbow. The hole is already disappearing by the time Hill ushers him out and leads him to the training room.

"Your suit doesn't have any enhancing features right? Just your web-shooter?" Agent Hill asks.

"Yeah. The only thing is that the goggles help dull down my vision so I don't get so…" he waves his hands all over his face, "you know, over-stimulated."

Agent Hill looks almost reflective, "Huh. Interesting. Well in that case, you can change into these and we'll begin the test when you come out."

Peter takes the clothes and heads into the change room, coming out a few minutes later in a jet black T-shirt, shorts and sturdy running shoes. The training area is huge, an Olympic sized track surrounds the perimeter while the inside has a climbing wall, various weight-lifting machines, and things Peter has never seen before. Agent Hill points to the track and holds out a timer. "You ready Parker?"

Peter nods, jogging to the starting line and taking in a deep breath. Agent Hill shouts go and Peter sprints like he's running from death itself. Peter remembers reading somewhere that the fastest mile ever ran was in 3 minutes and 43 seconds. A Moroccan man beat the entire world's record. His name was Hicham El Guerrouj and he was a champion. Nobody else came close.

Nobody else was Peter.

Maria stops the watch and Peter skids to a stop, his cheeks pink with a healthy flush. "Two minutes and thirty-seven seconds. I'm impressed." She gives him the smallest of smiles and Peter feels like a million dollars.

He beat the world record.

Holy _shit_.

And he knows he's enhanced and he knows that it's different but still- he beat the world record!

Euphoric now, Peter courses through the rest of the tests, meeting every challenge with an excitable grin and unfaltering determination. When the agent points him in the direction of the weightlifting machine, Peter happily obliges, planting his feet and lifting the metal slab right above his head. The one hundred pound weight is nothing to him, but as the slabs keep piling on, the sweat dribbles faster down his brow and his arms begin to tremble.

Peter can't remember the last time he felt tired. Everything in the world is light and effortless to him. He hadn't had to struggle like this since before the bite, but the strain on his body is pushing him to his limits. He sucks in a breath, his face bright red, his knees wobbling. "Agent Hill," his voice low, practically a grunt, "I think I'm done."

But Hill keeps staring at him, not moving her hand to the button he knew would stop the machine. "Thinking you're done isn't good enough. You can still do more."

Peter swallows, straining even harder. He doesn't want to be a quitter. Or worse, look weak. But he isn't sure he can take it anymore. When the next block drops down, his entire body shakes and he crashes to the floor, one knee slamming into the floor, cracks fissuring from the impact. He looks up, wild and afraid, "Agent Hill please I really can't carry anymore!" his breaths come in pants and his arms burn, his knee raging.

Peter clenches his eyes shut, awaiting the next one hundred pounds to seal his fate when the machine's whirring starts up again and slowly all the weights he's holding disappear, being lifted back into their places. Peter collapses to the floor, face pressed against the cold ceramic, his arms pulsing. "You beat Steve." Agent Hill breathes, in complete disbelief.

Peter can barely lift up his head but his heart is beating so fast and he needs to confirm, "I did what?"

"Steve can only hold a thousand pounds. You…" she looks at him almost in awe, "You held a hundred and seventy-five thousand."

Peter's head is spinning and he's sure it isn't because of the vertigo from sitting up too fast. "How is that even possible those were just a hundred pound weights."

Hill shakes her head, "I noticed you didn't seem to be impacted so I switched them to the thousands and then to the tens of thousands." She must have noticed his confused stare because she shrugs, "You try having a god in your employ. You start to realize you need better stuff."

Peter nods, not feeling quite all there. He's stronger than Captain freaking America. That's crazy. That's beyond crazy. It's unimaginable. It's practically impossible. Yet the proof blinks at him from the screen. Oh God, he's feeling faint. He really needs to sit. Peter flops back down, spread eagle, chest heaving. "Wow. That's just-wow."

"Wow's right." Hill still sounds impressed so Peter thinks he has a good shot at some leniency.

"Agent Hill? Do you think we could pause the tests for a bit? I just need to drink some water and like, catch my breath for a few minutes. That was seriously crazy. I've never lifted that much before in my life." He wants to gush about how thrilled he is, wants to run and call Ned and tell May and just bounce off walls. But he can barely sit upright as it is.

Hill nods, "I'll get you some bottles. Wait here."

Peter nods gratefully and lets his head fall back onto the floor. Wow. Stronger than Captain America. Despite the exhaustion flowing through him, Peter can't help the ecstatic grin. He wishes he could tell Ned.

Agent Hill gives him fifteen minutes of rest time and almost six water bottles before she has him finishing the rest of the course. The last test is an assessment of his sticky ability. Hill has him climb every single kind of surface they had in the compound just to find his ability let him stick to absolutely anything, no matter what the conditions. Hill even spilled oil all down the rock wall and still, his grip never wavered.

When Hill decides they're done, she shuts off her tablet and gestures for Peter to come to her. "Are you up for the field test?" she asks, something stern in the set of her shoulders.

"Yes ma'am." Peter replies, trying to look capable.

Hill smiles, "Good." And then stabs him in the arm.

When Peter wakes up, his head feels fuzzy, his mouth oddly dry. He blinks, looks around to see a room made of steel, a giant door with no window, and nothing else. He's strapped to a chair, he groans, trying to strain his head to look behind him, just to see his hands locked in cuffs. His feet have similar treatment. Peter shakes his head, trying to regain some focus.

The last thing he remembers is Agent Hill sticking a needle in his arm and then blacking out. Peter's head falls to his chest. Idiot. He shouldn't have let her get the better on him like that. They probably already think he's not SHIELD material. He takes in another breath. This is probably what Hill meant by the field test. And considering his failure of a beginning, he figures this is his best bet to save face again.

He looks around the room trying to get a better handle on his surroundings. There's a tiny camera in the top right corner of the room. Peter hides a smile. That's their first mistake. He checks behind him just to be sure, but that's the only one in sight. He looks up, there's a vent in the ceiling, almost big enough to squeeze through. He could theoretically escape through that. Or, he looks at the door, he could take his chances with the door.

But first, the camera.

Peter starts to kick around, making a big show of looking disoriented and confused. All the while, he's pulling at his cuffs, gripping them tightly in his hands and tugging so that the chain snaps. He doesn't know why they hadn't put him in stronger bindings. Maybe they were trying to simulate an average kidnapping. Maybe they were trying to go easy on him. Either way, he now has two metal rings around his wrists, one of which he snaps using just his thumb and finger. With that, he grins, snapping his head up and flicking his wrist. The cuff goes flying like a boomerang, shattering the camera in one swoop. Peter rips his feet apart, snapping the other chain.

He knows that by now, someone must have noticed that the camera feed's gone dead. He has precious few minutes before the door comes caving in. He knows that if they break the door down themselves, they'll come in guns up and ready to shoot. But what if the door was swinging open? Would they then walk in more afraid?

The door's locked, but even bolts of steel can't keep Peter from ripping it open. He leaves it swung halfway and jumps to the ceiling, sticking upside down and lying in wait. He can hear two men running down the hallway, but their steps slow as they see the door. They stop, "Subject has escaped holding. I repeat, subject has escaped holding."

One of them walks in, gun out half-heartedly as he scans the empty room. Peter springs. He grabs hold of the guy's shoulders before swinging himself around, slamming into the back of his knees and sending him tumbling to the ground. The gun clatters across the room and it's then that Peter realizes he has no further course of action. Usually, he just webs up a bad guy and calls it a day. With no webs, he has no idea how to incapacitate him.

Peter panics and then panics more when the second guard runs in, gun barrel right in his face. Peter's eyes widen before instinct kicks in. He lurches upwards, knocking the gun out of his hands with sheer strength before he's being thrown across the room by the first guard. Cornered, Peter jumps to the ceiling again, crawling out of the room faster than they could reach for their guns. The bullets rain behind him as he jumps down into the hallway and runs as fast as he can.

As he's running, he realizes he should have swiped one of their key cards because every door he sees is locked without one. If he had just had his web shooters-! The panic bubbles in his throat, his blood pounding in his ears. He can hear everything, the yelling, the sirens, the feet stomping. They were going to get him. They were going to get him. Oh God. Oh God. Doing the only thing he could think of, Peter smashes through the door, knowing this is the opposite of what a good spy would do and keeps running. His entire left side throbs and he knows he's bruised his entire arm. But he doesn't care. He just needs to get out. But he doesn't know where he's getting out from and where he's ending up and he's so beyond lost and tired and feeling like a failure.

He turns the next corner and skids to a stop, eyes wide. There are four guards, each of them with their guns trained on him. If Peter had his webs, maybe he could've gotten out of this one, but he looks around and doesn't see a way out. He can hear the approaching guards from where he just came from and his ceiling trick won't work when they already have their fingers around the trigger. And it's not like he could break down a wall fast enough. Peter bites his lip, shame welling up inside him.

"Stand down!" the guard yells, pointing his gun firmly at Peter's head. "Get on your knees! Hands on top of your head!"

Bitterly, Peter takes a knee, hands crossed behind his head like every movement hurt him. He can't look at them. Especially when he hears a new set of footsteps and sees Agent Hill looking down at him with her usual neutral expression. "It's over Parker. The simulation is done."

Peter bows his head, standing up on legs that don't feel like they can support him anymore. All the euphoria from the training before disappeared. All that's left is the crushing disappointment. "Are you going to kick me out now?" he asks, voice small.

Hill shakes her head. "We didn't expect you to be a perfect agent on the first try. That's what the training's for."

A bit of hope glimmers inside him. "You mean you're not getting rid of me?"

"No, we're not." Peter's expression crumples in relief but it's short lived, "But we have a lot of work to do if you're going to get to an adequate level."

"Yeah, of course, whatever I need to do. I want to help." And he knows he sounds sickeningly earnest but he can't lose out now, he just can't.

"Come back here tomorrow at the same time. We'll start your training then."

It's only when Peter's in the cab home that he pulls out his phone to see that it's almost 7:30. There's about five missed calls from May and way more messages all asking where he is and when he's coming home. Guilt wracking his stomach, Peter calls her back, apologizing immediately. "I'm so sorry May. I was with Ned and I completely lost track of time. I should have texted you first I'm sorry."

May sighs on the other end, "Peter. I'm very disappointed. We've talked about this."

"I know, I'm sorry. I don't have any excuses. Please don't be mad. I'm okay."

"Just come home now. We'll talk more when you get here. But Peter, you know I just worry. Please be more in touch about these things. You know I don't mind you hanging out after school, just keep me in the loop."

"You're right. I know. I'll make it up to you I promise!"

In the silence, Peter's stomach clenches with guilt. He loves his aunt more than anything and all he does is lie to her. Peter's always prided himself on never breaking a promise. It hurts him to know that he'll never be able to make it up to her. Never. He's lied too many times to mend it.

But this is the one thing he can't ever tell her.

It's the middle of the night when Tony calls her. Like he expected, she picks up on the second ring. "Tony?"

"Hey Nat, how's it going?" he asks, voice dry despite the familiarity.

Natasha doesn't say anything. Tony didn't think she would. She's not good with the whole comforting thing. At least not with words. If you needed someone to sit in silence with, just someone to be alone with, Natasha was your girl.

Natasha just never knew what to say. How would she? She was left to the wolves since before she could remember.

"Did you guys find anything useful over there? Anything to hold over Ross' head?" Tony can't think of any good one-liners, can't think of anything clever at all.

He's trying his best just to keep it cool.

Natasha sounds relieved, "We did actually. A whole bunch of intel I think you're going to like."

"Exonerate a bunch of criminals kinda stuff or they already knew it kinda stuff?"

"We're definitely going free." Natasha promises, a kind of surety in her voice Tony knows better than to doubt.

He squeezes the stress ball in his hand, feeling it expand in his palm. "Great. Exactly what we wanted. Look how well this all turned out." He drawls, "Well send it over. I'll arrange the meeting. Fix your messes. You know, the usual."

"I wouldn't go playing that card." Natasha shoots back, but Tony can tell she's trying to keep it light.

He doesn't know why he's trying to pick a fight. Or maybe he knows exactly why. But either way, he knows he isn't helping. He just doesn't know how to stop.

"Just send me the files please. I'll get back to you when it's legal for you guys can come back."

He doesn't really think about the implications of his words until he hears her almost too subtle to notice pause.

"Tony-"

He doesn't want to hear it.

"I know that he's a victim Natasha. I know you think I'm some huge robot asshole but I know he wasn't right up there." He taps his forehead though he knows she can't see him, "Doesn't mean I want to see him or talk to him or whatever the fuck but- you guys go back to the compound. I still have the tower. It has the better view anyway. And it's closer to the city. I don't know why I'm not there more often." He knows he's rambling, but he's feeling on edge and it's what he does when he doesn't quite know what to do with himself.

Natasha's quiet for a moment. "I don't think that." She says and her voice is so soft and sad that Tony's heart aches, "You're not a robot. You're impulsive and don't take things seriously and you can be a complete ass when you want to, but-"

"Oh, is there a but to that sentence? I thought you were just going to end it there." Tony cuts in, not wanting to confront something new, unable to face something even remotely near kind.

He doesn't think he can take it right now.

He can practically see her roll her eyes, "See, that's what I'm talking about. You love us and you can't ever handle us trying to love you back."

That startles him. His grip around the phone slackens for just a second. "Miss. Romanoff, are you coming onto me?"

He wishes he didn't always feel the need to do that.

"For your sake, I'm going to ignore that. I have to go, I should tell them that you called. But I want you to know that I wish things were different. I wish it was the way it was before." Her voice quiets, something nostalgic in the air.

Tony sighs. He squeezes the ball tighter. "Me too." He says softly.

Natasha hangs up and Tony sits in the silence, thinking about his team and what he had offered and what Steve might be thinking, at that very moment. He spends the night reading James Buchanan Barnes' file. Reads about his youth, about his military days, the missions he had completed, the capture, the release, the "death."

He thinks he knows James- Bucky. Thinks he knows what he's made of a little. When he reads the Winter Soldier's file, what little there is in it, Tony scans through the victim names and tries to imagine what it would be like to slaughter innocents without knowing you were. Without consenting. The empathy to his situation clashes with the maelstrom of emotions of his own grief and Tony flees from his mind to his lab, returning to the web prototypes for Spiderman's new suit.

He couldn't protect his parents, but maybe he could protect this kid. Just this one.


	3. Chapter 3

The training is brutal.

Peter knew it was supposed to be hard, but this is…this is unimaginable. When Fury had seen Maria's analysis of his abilities, he had whistled long and true, giving him an appraising once over before smiling. "Yeah, this'll do." he said, "This'll do."

Peter had grinned, rocking on the balls of his feet, "So does that mean I'm a SHIELD agent now?" he asked, eyes wide.

Fury looked at him like he was placating a child, "You're full of potential Parker, you'll do some great things." Peter rubbed the back of his neck, but Fury wasn't done, "But you're not close to being able to do anything." Peter stopped, "But don't worry, we'll break you down to your good parts and turn you into a real agent." Peter tried to grin, but his trepidation made it hard.

That had been two weeks ago and now Peter's running for his life, knowing he can't stop unless he wanted 300 volts coursing through his system. The training hall had been converted into a maze and someone up at HQ must have taken the floor is lava game too seriously because unless Peter kept moving, the floor would shock him until he did.

He'd already been shocked twice.

The second one was worse.

Peter reaches a fork and he only has a half second to pick a direction. He spins right. He'd heard the slightest movement to the left and doesn't want to risk meeting one of the obstacles; in this case, a guard loaded with tranquilizers in his gun and primed to shoot. Peter's goal was to make it to the centre of the maze, grab the target, and escape back the way he came. But he couldn't figure out where the centre is because he couldn't remember where he'd already been.

Frustration pools in his stomach, his cheeks flushing. Furiously, he clenches his fists hoping the biting pain of his nails in his palms would snap him out of his downward spiral. This is no time for a breakdown. No time to look weak **again**. He has something to prove and he'll be damned if he doesn't do it. Another fork opens up and this time he goes left only to reach a dead-end. Peter's face drains of all colour as electricity shoots through the soles of his feet. He chokes, tumbling to the floor as his knees shake. Heaving, Peter tries to push himself up knowing he only has thirty seconds to move before he gets shocked again.

Struggling, Peter soldiers through, trying his best to breathe and calm down so he can think his way out. He knows what the point of this exercise is. He knows it's to improve his ability to literally think on the fly, of keeping calm under pressure, and getting him habituated to frequent bouts of pain. It's all a test designed to enhance his senses but right now he's so afraid he can't think.

He's already tried the right-hand rule and that got him nowhere but miserably lost and the more he ran the more tired he got and the less options there seemed to be. He doesn't know what to do, he doesn't know how to get out, let alone how to find the centre and he has no idea where he is. If he had a marker or some tape or literal breadcrumbs, it would be different, but he has nothing.

Peter pinches his nose, trying to breathe, trying to think and that's when it hits him. Without thinking, because he knows if he thinks about it he'll balk, he bites into his thumb, blood spurting out. Smearing it at the top of the wall, Peter runs, carefully signing at every bend. When he loops back, he sees the right path smeared with dried blood and laughs manically as he sprints down the left.

He hears the guard before he sees him, dodging the two bullets he shoots and tackling him to the ground, ripping off a section of the man's shirt to haphazardly tie his hands behind his back. Peter leaves him on the ground, heart hurting for a moment in sympathy before the fear of being electrocuted sends him running again. He bites his thumb over and over as his healing factor scars it over faster than he needs it, until he sees three guards circling around what must be the centre if the wideness of the opening was any indication.

Practically elated at this point, Peter grabs the first guard, launching him into the air to knock into the second before vaulting upwards to land on the third's shoulders, spinning him around until throws himself backwards, sending the man crashing to the floor. Peter's never been this violent, not even to perps on the street. But the adrenaline is pumping through his blood and the fear of being unable to stop keeps him vicious. Somewhere in the back of his mind, he wonders if he's being desensitized, but he has no time to think. No time to even feel.

Not stopping for even a second, Peter darts into the opening, grabs the USB drive and runs out the other exit. Using the same method, he exhausts all the possible routes until he finally makes it out of the maze, collapsing onto the floor as he does, his exhaustion finally overtaking him.

He gasps for air, his whole body on fire and his feet still slightly burnt from all the shocks. When he hears Fury walk out to greet him, he pushes himself off the floor, swaying slightly. He's not expecting praise. Peter knows now that Fury doesn't believe in that. But he's expecting approval. A passing grade at least. But Fury's face is dark when he walks in and Peter can't help but gulp. "Do you know how long that took you?" Fury asks calmly, hands clasped behind his back.

Peter shakes his head. "N-no sir."

"Twenty-six minutes and forty-three seconds." He says and Peter doesn't know whether he should be disappointed or not. "You think in the real world security protocols wouldn't have been activated after twenty-six whole minutes? Do you think the entire force of whatever entity you're going after wouldn't be unleashed on you by then?"

"I'm sorry." Peter bobs his head earnestly, "I should've thought of using my blood as a trail faster, I know, I just-"

"That's not where you wasted time." Fury interrupted, "Your childish fear of not being able to knock a man out is what wastes your time. You spend more time tying them up or tiring them out than you do on useful things. You would've been out ten minutes faster if you had just done what you were supposed to."

Peter swallows. "I can't do that sir. You know I can't."

Fury stares him down, "You jeopardized your mission because you can't do what needs to be done."

Peter shakes his head, clenching his fist. "No, I'm doing what needs to be done! I got the USB, I got out without getting shot and I did it without having to really hurt anyone." Fury looks like he wants to say something but Peter has to get this off his chest, has to say it now because he doesn't think he'll get another chance, "I'm not like everyone else. When I hit people, they die. And I'm not doing that. I won't do that." His voice drops and the two lock down in a staring match.

Fury's stare is cold. "You don't think throwing someone to the ground isn't worse than just knocking them out. How many bones do you think you broke with that stunt?"

Peter takes a step back, paling. "I-I didn't. I would've heard it."

"Would you? Or were you so focused on getting out of there that you didn't notice?"

Peter can hear his heart beat. He feels sick to his stomach. There's no way. There's no way he did that. He would never…he would never do that.

Fury takes a step closer. "I'm not asking you to kill anyone. I'm asking you to control your strength and put them to sleep, not the morgue."

Peter shakes his head, but it's more hesitant than before. He can't be certain of his own morality. Of his own ability to hold back anymore.

"I know you don't want to hurt anyone. You're a good kid Parker. But sometimes you have do things a little rough to save what's important. You understand that. Don't you?" and his voice is low and gentle and Peter can almost feel himself nodding but he stops himself.

"Please sir."

Fury's stare is piercing but Peter doesn't waver and after a moments of tension, Fury smiles tightly. "Alright Parker. We'll do it your way."

Peter should've known better really.

He's on his way out of the building when he stops, biting his lip. "Mr. Fury, sir?"

Fury stops, looking at him expectantly. "It's been more than two weeks, do you still need my suit? I want to go back to patrolling but I can't do that without my stuff." He says in a rush.

He needs to be out again. He needs to feel like he's doing something and actually make a difference that matters. And he needs to prove to himself that his method works. That he could save the day and still restrain himself. He _needs_ to prove that.

The Director twists his lip, "We can't give that back to you yet. We need you at full capacity when you train with us. We can't have you being injured or tired out from playing vigilante."

"I'm not playing-"

"Do you want to make a difference Parker?" Fury interrupts.

"Of course I do." He says quickly.

"Then trust me. I've trained all the greats. Don't you think I know what I'm talking about?"

Peter bows his head, "I'm sorry sir. I just feel like I could be doing more."

Fury softens, reaching out to clap a hand over his shoulder. "And you will. When you're ready. We'll send you on a mission soon. You're almost there."

Peter's eyes brighten, "For real?"

"I never joke."

* * *

Tony flicks his phone on, scrolling through the news, the slightest furrow between his brows. It's been almost three weeks and no sign of the spider kid. Usually there'd be a new story on the weekly, more if he did something particularly noteworthy. But the streets were empty of any vigilantes to the point where the reporting was all about rumors and theories as to where Spiderman disappeared to.

 _Spiderman Defeated?_

Tony turns off his screen.

There's a bad feeling lurking within him. Something isn't right. He glances to the Spiderman suit waiting patiently in its glass case and thinks maybe now is the time to seek the kid out. Maybe he'd hit a rough patch. Maybe his suit finally ripped and he couldn't make a new one. Maybe something happened.

Maybe Tony could help.

He just wants to help. Dp something good in the world. Make up for everything he had done. Support the next generation, a better generation. A team of heroes who really are a team. One that wouldn't fall apart at the slightest hint of trouble.

Every team started somewhere. Why not with Peter Parker?

Mind made up, Tony leans back in his swivel chair, spinning idly. "FRI?"

"Yes sir."

"When does Midtown let out?"

"I believe at two-thirty pm."

Tony nods, eyes flicking back to the suit. "Alright, we have a date then."

A few hours later, Tony's parked his Audi on a beat up curb in Queens, ringing the bell of an apartment block no one expects to see him in. A woman with long brown hair and quirky glasses opens the door, mouth parting for just a second before she schools her expression. Tony likes her already.

"Am I hallucinating, or are you Tony Stark?"

Tony grins, snapping the sunglasses shut from his face. "The one and only. Is your nephew home?"

"Peter?" May looks surprised, but she gestures for him to come in, "He's probably on his way home from school. Sometimes him and Ned loiter around the candy store too long, but he should be here soon. But you're more than welcome to wait in here."

"Thank you. I didn't mean to barge in on you, but I have an exciting opportunity to offer Peter and I wanted to do it in person."

May raises a brow from where she's at in the kitchen, slicing a loaf of something or other into thick slices. "That's weird, Peter didn't mention anything to me."

Tony keeps his suave smile in place, trying to ooze the charm. "I'm not surprised. Lots of kids apply to this internship, he probably didn't want to get your hopes up."

May stops slicing, eyes wide, pride blossoming. "Wait-"

Tony nods, "Stark Industries just opened their first internship and your nephew really blew us away with his application."

May's hands fly to her mouth and Tony's heart clenches. It's obvious how much May loves her nephew. The thought comforts him. You can't be in this kind of business and not have someone to go home to. His thoughts flit to Pepper and the absence in their bed and he quickly pushes the thought away.

"Oh my God. That's so great. Oh he's going to be over the goddamn _moon_ when he sees you."

She brings over a cup of juice and what she explains is walnut-date loaf and they're sitting chatting on the couch when a kid with floppy hair and excited eyes bounds through the door. "May, there's the craziest car parked outside-" he stops, gaping when he notices Tony.

Tony gives him a little wave and can't help smiling to himself when Peter's excitement flusters him, as he crosses his arms this way and that. "Hello Mr. Parker."

"Oh my- H-hey! I- what's going on?" Peter looks between him and May, and Tony can't help but find the kid a little endearing.

He has a sweet demeanor. Something gentle in his eyes. And he knows, just by looking at him, that he's the real superhero material. And he can see why he would want to go swinging around helping tourists find their way and breaking up drug deals. There's a do-good energy about him that makes him feel all the more confident about his decision to make him a suit to help him fulfill his real potential.

"Oh nothing really…" Tony drags, watching as May revs up in anticipation, "Just thought I'd congratulate you personally on being accepted into the Stark Internship as my personal intern."

Peter's face goes still with shock before a plethora of questions come shooting. But Tony flashes him a look that makes him cough and nod- a little too much- but still, the kid did good. "O-oh yeah, the Stark internship. Oh wow, I got it? That's- that's so amazing. Wow."

May lets her excitement burst through, "Peter! I can't believe you didn't tell me, this is so amazing!"

Peter rubs the back of his head, "I'm sorry May. I wanted to…I wanted to wait I guess?" he flashes Tony a helpless look and he can barely believe this kid has kept his identity secret so long for how bad of a liar he is.

Or maybe Tony's just been around too many.

Tony claps his hands over his knees, standing up, "There's just a bit of paper work we have to go over and other boring stuff," he waves his hand in the air like he can't be bothered, "but why don't you show me where the magic happens, you have a mini workshop?"

"Uhh, uh yeah," Peter nods slowly looking too much like a deer in the headlights, "in my room." he shrugs and Tony grins.

"Great, I can't wait for the tour."

Almost nervously, Peter leads him inside and Tony, not having expected much, is pleasantly surprised when he sees the technology scraps piled in the corner, blueprints scribbled with plans and various formulas stuck onto his wall with multi-coloured sticky notes. Tony whistles, "Not bad kid. You a dumpster diver?"

Petr blushes, rubbing his neck again. "Well, it's cheaper than buying stuff."

Tony juts out his lip, nodding. "So I'm sure you're wondering why I'm actually here."

"Uh, well." Peter fidgets more, "Yeah."

The kid's being shifty, keeps looking around anxiously and Tony _really_ doesn't know how he has a secret identity. He's figured out the super secret hiding place in about thirty seconds of being here and Peter's constant glances at it aren't exactly helping. "Well, I'm here about a mutual friend we have." he says slowly, watching Peter's expression.

He's not disappointed, a flurry of emotions flash across his face, and he twists his sweater in his palm. "A mutual friend?"

"Oh you know, likes to wear red and blue, swings around on webs," Peter's face almost looks relieved, before he pales.

"I-I don't know what you're talking about. That's crazy. Me knowing Spiderman?" but while he's busy looking everywhere other than Tony, Tony's pushing a stick into the ceiling watching with mild amusement as the kid's home-made suit comes tumbling out.

Tony quirks a brow at Peter, who looks horrified for ten seconds before sighing miserably. Tony looks at him, "So." And Peter looks up, eyes wide, "You're the…Spiderling. Crime fighting spider. You're Spiderboy?" and Tony knows full well what his actual name is, but there's something fun about seeing the petulant indignation on Peter's face as he crosses his arms and looks down at the floor.

"It's-it's Spiderman. Actually." he mumbles.

"Not in that onesie it's not."

Peter frowns, throwing his hands up. "Why does everyone think it's a onesie?"

Tony raises a brow. Huh. Interesting. "Who else thinks it's a onesie? Anyone else know about your…extra-curriculars?"

Peter blanches and Tony's expression crinkles more. "No. Of course not. Nobody knows." Peter rushes to say.

Tony's eyes narrow. "You sure about that? Not even your unusually attractive aunt?"

" _No_. No, no. If she knew, she'd freak out. And when she freaks out, I freak out…"

Tony fiddles with a small cannister, twisting it in his hands, "You know what I think is really cool? This webbing." he tosses it in Peter's direction who catches it one-handed without even needing to look.

Tony's marginally impressed.

"The tensile strength is off the charts. Who manufactured that?"

"I did." Peter says and now Tony's _really_ impressed.

He doesn't know what he was expecting. But this tiny kid who hides his suit in the ceiling tied up in rope making a formula that could rival anything he had himself wasn't one of them. Tony looks at Peter and wonders what more hid beneath the surface. Technical or not. Because the kid is hiding something, Tony just isn't sure if it's a big deal or not.

"And your climbing ability? Adhesive gloves?"

Peter sighs again, "That's kinda a long story…" but Tony's suddenly more fascinated with the goggles of his suit, pressing them against his eyes and whistling, "Holyyy, can you even see in these?" he teases, barely able to contain his amusement.

And Peter scrunches up his nose, stumbling over to him and pulling them off his face, "Yes I can! I can see in those." And Tony's kinda laughing a little but Peter's serious face makes him pause, "It's just that…when everything…happened…it's like my senses have been dialled to eleven. There's way too much input and they just… they just help me focus."

Oh kid.

Tony leans back, giving him a once over. "Kid. You're in dire need of an upgrade. Systemic. Top to bottom. A hundred point restoration. That's why I'm here."

Peter pauses, looking at him and letting himself fall onto the bed. Tony appraises him, "Why are you doing this? I gotta know. What's you MO. What gets you out of this twin bed every morning."

Peter looks away, fidgeting with his hands. "Because…" he fumbles, sighs, "because I've been me my whole life. And I've had these powers for six months. I read books, I build computers," he gestures to his desk, a frantic kind of energy building up inside him, "And yeah, I'd love to play football, but I couldn't then, so I can't now."

Tony nods, "Sure. Cause you're different."

And Peter looks at him like he's seeing light for the first time. "Yeah." he says slowly. "Exactly. But I can't tell anybody that…so I'm not."

Peter swallows and when he looks at him, Tony can see every ounce of sincerity welling inside him. "Look. When you can do the things I can, but you don't. And then the bad things happen, they happen because of you."

And that blows Tony away. Here was this little kid who'd learned the most important lesson decades before Tony had. Who was using his powers to do the right thing without any looming disaster over his head. Peter Parker was a good kid.

Tony laughs a little to himself. He was a really good kid. Maybe he didn't need Tony at all.

"So you wanna look out for the little guy, you wanna do your part, make the world a better place, all that."

Peter looks relieved. "Y-yeah, yeah. All that. Looking out for the little guy…" he frowns and Tony has the strangest feeling that he's mourning something.

"Then where have you been these past three weeks?"

The question jolts Peter like a slap and his eyes widen as he crosses his arms over his chest. "I- I haven't been able to get out as much. And- and," his eyes flit to his closet, "my suit! I need to repair a few things before I get out there."

"Well then you're in luck, because I brought you a suit. Stark original. Ready for use whenever you want."

Peter blinks. "Wait. _What_."

Tony smiles, reaching for the case he brought inside with him and flicking it open. The Spiderman suits pops out, arms folded and Peter gapes, jaw dropping. He drops to his knees, tracing the spiderweb pattern before pulling the suit out, examining every inch. "No way." he breathes. "This is- this is amazing. Holy crap. Mr. Stark this is so cool." his grin is so wide Tony's sure it'll split his face in two and he can't help but smile back.

"Yeah it's pretty cool." he says with fake modesty, "I'll leave refilling the webbing to you though, wouldn't want to cramp your style. But this should help you make the most of your patrolling and keep you safe out there."

Peter thumbs the mask and looks like he wants to put the suit on right that second before he bites his lip, a shadow on his face. "I- this is too generous Mr. Stark. But I…I can't take it."

It hurts every single part of him, rejecting the suit. It's even harder when he sees the disappointment in Tony's eyes. The slight hurt. "Kid I guarantee this is the best Spiderman suit available on the market." the man jokes.

And Peter's quick to agree, "No I know. Trust me. This is so great. I'm sure it's even more amazing then it looks but I- I need to take a break from Spiderman for a while. I have some things I need to finish first." he says lamely.

And Tony finds that hard to believe. What with his whole hero speech and the genuine desire to help people pouring out of him like waterfalls. "What like school?" and he tries not to sound too judgemental.

"Yeah. Yeah, like school. I have college to think about." Peter tries to be cheery but doesn't know if Tony buys it at all.

"What about looking out for the little guy?"

Peter winces, curling in on himself. "I'll go back out. Soon. I just…I just need time."

Tony scrutinizes him more before turning to his collection of dumpster finds. "What do you like to invent kid?"

He wants to push for answers, but something holds him back. Maybe his better judgement. There's something holding Peter back. Something that's keeping him afraid. Tony knows the signs. It's the shiftiness and the paranoia that has Peter glancing around the room like it was bugged or something else ridiculous. Tony thinks he knows what's happened. A patrol gone wrong, something terrifying happening that got Peter spooked. He gets it. Hell, he's _been_ there. Maybe Peter could use Tony's help after all.

Peter's startled at the turn of the conversation. "Um, anything I guess. I can't build anything big here, so I just stick with computers. I sell them online and it makes me a bit of cash, so." he shrugs.

Tony nods, almost like he's thinking about something else. "Makes sense. Well, I'd be a bad adult if I told you to blow off school. But I'm going to leave this here. It'll probably fit in your hiding spot anyway." he cracks a grin.

Peter's surprised, jumping to his feet. "No, seriously, you don't have to-"

But Tony holds up a hand. "I made this for _you_ kid. I'm not exactly sprightly enough to go swinging around Queens in spandex. When you're ready to use it, it's there for you."

Something wells up in Peter's eyes. An emotion Tony can't quite place. "We should chat sometime, walk me through your formula, I bet it would have some pretty neat real world applications."

Peter can barely answer, too overwhelmed to think of something coherent. He feels like he's living through real life déjà vu, except that everything's just a little off. "Thank you Mr. Stark. I really appreciate it."

He can't believe Tony Stark made him a suit. That he thought about him before he even knew him. That he came all the way to Queens to hand deliver it to him. What he can't believe more is the expectation of nothing in return. There's nothing Tony wants from him. He just wants to talk maybe. About science. The great Tony Stark and him, Peter Parker, sharing formulas and inventions.

He bows his head, trying to not let his smile wobble. "Yeah. I'd be down to chat. Maybe you can tell me more about the arc reactor?"

Tony smirks, "Who knows, maybe I'll show you the suit too."

Peter perks up, looking too excited than should be allowed and Tony stands up to leave. "It was a pleasure Mr. Parker. I hope to see you running amok Queens soon."

"I'll try." Peter whispers, and hopes it won't end up being a lie.

Tony says goodbye to May and he's out the door, leaving Peter with a suit he wishes desperately he can use. Against his better judgement, he locks his bedroom door and slips inside it, pressing the spider on the chest to make it tighten around him. He looks at himself in the mirror, unable to tear his eyes away. Slowly, he pulls the mask over his face and stares.

He looks like a real superhero.

He flexes his fingers, admires the ergonomics of the web shooters, at the sleek fit of the suit.

A small part of him wishes Tony had come first. Because in this suit, he feels like he really _could_ do more. With _Iron Man_ on his side, couldn't he save the world?

But he thinks of Director Fury and his promise of a mission soon and though every part of him wishes he wouldn't, he steps out of the suit and hides it where he can't see it anymore. He has to listen to his orders. For the greater good, Fury had said.

For the greater good.

* * *

Please follow and review if you like the story so far! I'd love to hear what you all think!


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